China One Corporation
TSX VENTURE : IND

China One Corporation

December 17, 2008 18:31 ET

China One Corporation Announces Closing of Qualifying Transaction and $8.3 Million Financing

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Dec. 17, 2008) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

China One Corporation ("China One") (TSX VENTURE:IND) is pleased to announce that it has completed its qualifying transaction with IND Lifetech Group Ltd. ("IND") on December 12, 2008 (the "Qualifying Transaction").

The TSX Venture Exchange (the "Exchange") issued its final bulletin today confirming the completion of the Qualifying Transaction and the listing of China One as a Tier 1 Issuer. China One expects its shares will resume trading on the Exchange on or about December 18, 2008 under the ticker symbol "IND".

Concurrent with the Qualifying Transaction, China One completed a private placement financing (the "Financing") of 10,378,050 shares of China One at a price of $0.80 per share for gross proceeds of $8,302,440. Canaccord Capital Corporation acted as exclusive financial advisor and fiscal agent in connection with the Qualifying Transaction and the brokered portion of the Financing. The shares issued pursuant to the Financing will be subject to concurrent four month hold periods under the applicable Exchange policies and National Instrument 45-102, and the hold periods each expire on April 12, 2009.

The net proceeds from the Financing will be used by China One to further its business objectives including (1) herd expansion through (a) increasing the embryo transfer rate to fulfill obligations under co-operation agreements, (b) providing enhanced farm management, staffing and training, and (c) establishing dairy herd improvement programs; (2) launching a feed production program; and (3) general working capital.

With the completion of the Qualifying Transaction and Financing, China One has issued and outstanding 114,053,717 Shares and options to acquire up to approximately 1,134,542 Shares. The outstanding options consist of those previously granted by China One prior to the Qualifying Transaction and the options granted in connection with the Qualifying Transaction to former option holders of IND. China One also intends to grant to certain of its directors, officers and employees additional options to purchase up to approximately 514,000 shares of China One at an exercise price of $0.80 per share pursuant to China One's stock option plan. It is expected that at the next shareholder meeting of China One, the shareholders will be asked to consider and approve changing the name of China One to "IND Dairytech Limited" or another name that is acceptable to China One and applicable regulatory authorities.

IND is an emerging raw milk producer in China that is seeking to become a leading provider of high quality raw milk to the Chinese dairy industry. To meet China's increasing demand for dairy products, IND is using Canadian cattle genetics and North American farming practices to establish and grow its dairy herd.

IND is building a herd of Canadian Holstein cattle on farms located in China. Canadian Holsteins are among the world's most productive cows in terms of both quantity and quality of milk, and are approximately twice as productive as the average cow in China. IND has established a herd of approximately 7,000 female Canadian Holstein cows in China and expects that its herd will grow to approximately 9,000 by the end of 2008.

IND plans to develop its herd in China through the use of advanced breeding techniques and has established a significant inventory of approximately 200,000 Canadian Holstein embryos that it intends to use to impregnate surrogate cows. These embryos have been created through in vitro fertilization using sexed semen to achieve an approximate 90% female birth rate. The use of these advanced breeding techniques, combined with four pregnancy periods per cow, is expected to result in the exponential growth of IND's herd and is a practical solution to China's ban on the import of live Canadian cattle.

IND has entered, and plans to enter, into arrangements with strategically selected third parties with established dairy farms to host IND's herds. IND currently has agreements with host farmers that cover the equivalent of 13 farms (1,000 cows per farm) and has entered into a number of non-binding letters of intent for additional co-operation arrangements. At the farms, IND applies North American cattle farming methods, which include computerized feed and production monitoring systems, in order to provide an opportunity for IND to achieve yields similar to those of cattle farmers in North America.

Prior to the Financing and Qualifying Transaction, China One continued to the jurisdiction of the Cayman Islands on December 2, 2008, and it consolidated its share capital on a 2.7504-for-1 basis on December 11, 2008.

Pursuant to the Qualifying Transaction, China One acquired all of the issued shares and convertible securities of IND in exchange for shares and equivalent convertible securities of China One. As a result, China One currently owns all of the issued shares and convertible securities of IND, and the business of IND has become the business of China One. The Filing Statement describing China One, the Financing, the terms of the Qualifying Transaction, and the business of China One, prepared in accordance with the policies of the Exchange, is available on the SEDAR website at www.sedar.com.

About China One Corporation

China One, through its operating subsidiaries in China, is an emerging raw milk producer in China that is seeking to become a leading provider of high quality raw milk to the Chinese dairy industry. To meet China's increasing demand for dairy products, IND is using Canadian cattle genetics and North American farming practices to establish and increase its dairy herd in China.

FORWARD LOOKING INFORMATION

This news release contains forward-looking statements and information that are based on the beliefs of management and reflect China One's current expectations. When used in this news release, the words "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology, are intended to identify forward-looking statements and information. Such statements and information reflect the current view of China One with respect to risks and uncertainties that may cause actual results to differ materially fro those contemplated in those forward-looking statements and information.

By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following risks: risks associated with marketing and sale of securities; the need for additional financing; reliance on key personnel; the potential for conflicts of interest among certain officers, or directors with certain other projects; the volatility of our common share price and volume. Forward-looking statements are made based on management's beliefs, estimates and opinions on the date that statements are made and China One undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Investors are cautioned against attributing undue certainty to forward-looking statements.

There are a number of important factors that could cause China One's actual results to differ materially from those indicated or implied by forward-looking statements and information. Such factors include, among others, risks related to China One's business such as failure of the business strategy and limited operating history, reliance on co-operation partners, disruptions due to bovine diseases, dependence on biotechnology, reduction in government support and access to raw materials; risks related to China One's operations, such as additional financing requirements and access to capital, reliance on key and qualified personnel, fluctuation in feedstock costs, fluctuations in cost of production, product spoilage and liability, loss of embryo inventory, factors related to milk production, fluctuations in milk prices, fluctuations in milk demand, lack of specificity in certain agreements, litigation, indemnities, insurance, competition, intellectual property and cow lactation periods; risks related to China One and its business generally such as potential exposure to tax under Canadian tax, regulations of the Peoples' Republic of China (the "PRC") relating to offshore special purpose companies, recent PRC regulations relating to cross-border mergers and acquisitions, environmental protection, currency exchange rates and conflicts of interest; and risks related to doing business in the PRC such as tax, repatriation of profit and currency conversion, acquisition and appropriation of land use rights, foreign investment, permits and business licences, employment contracts, government intervention, shareholders' rights and enforcement of judgments and a developing legal system.

China One cautions that the foregoing list of material factors is not exhaustive. When relying on China One's forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. China One has assumed a certain progression, which may not be realized. It has also assumed that the material factors referred to in the previous paragraph will not cause such forward-looking statements and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors. While China One may elect to, it does not undertake to update this information at any particular time.

For additional information with respect to certain of these and other factors, refer to the risk factors section of China One's Filing Statement dated November 29, 2008 available on SEDAR at www.sedar.com.

THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS PRESS RELEASE REPRESENTS THE EXPECTATIONS OF CHINA ONE AS OF THE DATE OF THIS PRESS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE CHINA ONE MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE SECURITIES LEGISLATION.

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

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